Form of Stock Option Agreement pursuant to the Second Amended and Restated 2014 Equity Incentive Award Plan

Exhibit 10.4

Attn.: [Name]

Subject: United States Option Agreement

2

3860533; 3; 60165-002

3

3860533; 3; 60165-002

Any interpretation of this Option Agreement will be made in accordance with the Plan, however, in the event there is any contradiction between the provisions of this Option Agreement and the Plan, the provisions of this Option Agreement will prevail.

By signing this Option Agreement, you hereby represent and warrant that you have accepted the Option Agreement, and have read the Plan and this Option Agreement and that you understand their content and all tax implications thereunder.

4

3860533; 3; 60165-002

VROOM, INC.

By: _________________________________________

I, the undersigned, hereby acknowledge receipt of a copy of the Plan and accept the Options subject to all of the terms and provisions thereof. I have reviewed the Plan and this Option Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing this Option Agreement, and fully understand all provisions of this Option Agreement. I agree to notify the Company upon any change in the residence address indicated below.

________________________________________________

[Name]

Address:_______________________

_______________________________

Exhibit C:Exercise Notice

Exhibit D:Proxy and Power of Attorney

Exhibit F: Adoption Agreement to the Eighth Amended and Restated Voting Agreement

5

3860533; 3; 60165-002

EXHIBIT B

TERMS OF THE OPTION

EXHIBIT C

EXERCISE NOTICE

Vroom, Inc.

1375 Broadway, 11th Floor

New York, NY 10018

Attn:  Patricia Moran, Chief Legal Officer and Secretary

Date of Notice:  ____________________

Exercise Date:  _____________________ (Please insert date that is at least 5 days from the Date of Notice and no later than 30 days from the Date of Notice (but no later than the Expiration Date)

Name of Option Holder:  [Name]

Effective as of the Exercise Date, I hereby elect to exercise my option (the “Option”) to purchase ________________ shares of the Common Stock (the “Shares”) of Vroom, Inc. (the “Company”) under and pursuant to the Second Amended and Restated 2014 Stock Option Plan (as amended, the “Plan”) and the Stock Option Agreement, dated [DATE] (the “Stock Option Agreement”).

In connection with my purchase of the Shares, I represent to the Company the following:

I am acquiring these Shares for investment for my own account only and not with a view to, or for resale in connection with, a “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).  I understand that the Shares are subject to the terms (including transfer restrictions) set forth in that certain Eighth Amended and Restated Voting Agreement among the Company and its stockholders dated November 21, 2019, as may be amended from time to time, and in that certain Eighth Amended and Restated Right of First Refusal and Co-Sale Agreement among the Company and its stockholders dated November 21, 2019, as may be amended from time to time.

I acknowledge and understand that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of my investment intent as expressed herein.  In this connection, I understand that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if my representation was predicated solely upon a present intention to hold these Shares for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Shares, or for a period of one year or any other fixed period in the future.  I further understand that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  I further acknowledge and understand that the Company is under no obligation to register the Shares.  I understand that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and other legends required under the applicable state or federal securities laws.

I am familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.    

In the event that the Company does not become subject to the requirements of Section 13 or 15(d) of the Exchange Act, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate only, the satisfaction of the following conditions: (1) the resale being made through a broker in an unsolicited “broker’s transaction,” in transactions directly with a market maker (as said term is defined under the Exchange Act) or in “riskless principal transactions” (as said term is defined in the Note to Rule 144(f)(1)); (2) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e); (3) the availability of certain public information about the Company; and (4) the timely filing of a Form 144, if applicable.

I further understand that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A under the Securities Act, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that a person proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.  I understand that no assurances can be given that any such other registration exemption will be available in such event.

My residence is correctly set forth below.

Signature of Option Holder:

Address:  _______________________________________

_____________________________________________

Date:                                                                                        

C-8

3860533; 3; 60165-002

EXHIBIT D

PROXY

The undersigned, as record holder of securities of Vroom, Inc. (the "Company"), hereby irrevocably appoints the Chairman of the Board of Directors or the Chief Executive Officer of the Company from time to time as my proxy to attend and to receive notices of all meetings of the stockholders of the Company, including without limitation any class meetings, and to vote, execute consents, including without limitation class consents and written consents, and otherwise represent me with respect to all shares of Common Stock of the Company issued to me upon exercise of options granted to me pursuant to the Vroom, Inc. Second Amended and Restated 2014 Equity Incentive Plan, as amended, and all securities of the Company which may be issued to the undersigned in respect of such shares of Common Stock, including without limitation by way of conversion, stock-split, stock dividends, reverse stock split, stock reclassification and other recapitalization events (collectively, "Shares") in the same manner and with the same effect as if the undersigned were personally present at any such meeting or voting such Shares or personally acting on any matters submitted to stockholders for approval or consent.

This proxy is made pursuant to the Vroom, Inc. Second Amended and Restated 2014 Equity Incentive Plan, as amended.

The Shares shall be voted by the proxy holder in the same proportion as the votes of the other stockholders of the Company.

This proxy is irrevocable as it may effect rights of third parties and is coupled with an interest.

The irrevocable proxy will remain in full force and effect until the consummation of the Company’s Initial Public Offering, upon which it will terminate automatically.

This proxy shall be signed exactly as the stockholder’s name appears on his stock certificate. Joint stockholders must each sign this proxy. If signed by an attorney in fact, the Power of Attorney must be attached.

POWER OF ATTORNEY

This Power of Attorney (the "POA") is made by the undersigned stockholder of Vroom, Inc. (the "Stockholder"), a Delaware corporation (the "Company"), in connection with all shares of Common Stock of the Company issued to the Stockholder upon exercise of options granted to the Stockholder pursuant to the Vroom, Inc. Second Amended and Restated 2014 Equity Incentive Plan, as amended, and all securities of the Company which may be issued to the Stockholder in respect of such shares of Common Stock, including without limitation by way of conversion, stock-split, stock dividends, reverse stock split, stock reclassification and other recapitalization events (collectively, "Shares").

By signing and delivering this POA, the Stockholder hereby irrevocably appoints and authorizes the Chairman of the Board of Directors or the Chief Executive Officer of the Company from time to time, as the Stockholder's attorney in fact, on behalf of the Stockholder and in its stead, to (a) agree to and execute any amendment to, or enter into and execute, any agreement or waiver to the extent it relates to the Shares or to the capacity of the undersigned as a stockholder of the Company, and which amendment, agreement or waiver was executed by at least a majority of the other stockholders of the Company and (b) to agree to, enter into and execute all agreements, undertakings, waivers and other documents and instruments in connection with a merger or consolidation of the Company with or into another entity, an acquisition of the Company, or a sale of all or substantially all of the shares of capital stock of the Company, deemed by the Board of Directors of the Company to be in the best interest of holders of options and shares issued upon exercise of options granted pursuant to the employee and service provider incentive plans of the Company; all of the foregoing in the same manner as if the Stockholder was personally acting on such matter.

The Stockholder acknowledges and agrees that this POA is coupled with an interest and is irrevocable.

This POA will remain in full force and effect until the consummation of the Company’s Initial Public Offering, upon which it will terminate automatically.

This POA shall be signed exactly as the stockholder’s name appears on his or her stock certificate. Joint stockholders must each sign this POA.

D-10

3860533; 3; 60165-002

EXHIBIT E

COUNTERPART SIGNATURE PAGE AND JOINDER

TO

EIGHTH AMENDED AND RESTATED RIGHT OF FIRST

REFUSAL AND CO-SALE AGREEMENT (the “Joinder”)

Reference is hereby made to that certain Eighth Amended And Restated Right of First Refusal And Co-Sale Agreement, dated as of November 21, 2019 (as amended, the “ROFR & Co-Sale Agreement”), by and among Vroom Inc., a Delaware corporation (the “Company”), and the Stockholders (as defined therein).

Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the ROFR & Co-Sale Agreement.

1. General. Pursuant to Section 6.17 of the ROFR & Co-Sale Agreement, the undersigned (the “Additional Stockholder”) hereby agrees that, by her execution of this Joinder, the undersigned shall become a party to the ROFR & Co-Sale Agreement, effective as of the date hereof, in the capacity of a Stockholder, shall be deemed an original party thereto and shall be entitled to all of the benefits under, and shall be subject to all of the obligations, restrictions and limitations set forth in the ROFR & Co-Sale Agreement that are applicable to all other Stockholders.

Additional Stockholder:

Address for Notices:

_________________

Date:  _______________________

EXHIBIT F

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed on ____________, 20__, by the undersigned (the “Holder”) pursuant to the terms of that certain Eighth Amended and Restated Voting Agreement dated as of November 21, 2019 (as amended, the “Agreement”), by and among the Company and certain of its Stockholders, as such Agreement may be amended or amended and restated hereafter.  Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement.  By the execution of this Adoption Agreement, the Holder agrees as follows.

1.1Acknowledgement.  Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Stock”) or options, warrants or other rights to purchase such Stock (the “Options”), for one of the following reasons (Check the correct box):

☒                    in accordance with Subsection 6.1(b) of the Agreement, as a new party who is not a new Investor, in which case Holder will be a “Stockholder” for all purposes of the Agreement.

1.2Agreement.  Holder hereby (a) agrees that the Stock, and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

1.3Notice.  Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed below Holder’s signature hereto.